SEC Form 4 · accession 0001209191-18-035569
FAIRMOUNT SANTROL HOLDINGS INC. · FMSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles D. Fowler
Director
Period of report
May 25, 2018
Accepted (ET)
Jun 5, 2018 · 3:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001010858
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 25, 2018 | G | 1,587,300 | $0.00 | D | 7,840,688 | I | See Footnote |
| Common StockF2,F1 | Jun 1, 2018 | D | 7,840,688 | $0.00 | D | 0 | I | See Footnote |
| Common StockF2 | Jun 1, 2018 | D | 1,736,656 | $0.00 | D | 3,060 | D | |
| Common StockF3 | Jun 1, 2018 | D | 3,060 | $0.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As trustee of Charles D. Fowler Declaration of Trust dated September 26, 1991.
- F2Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2017 (the "Merger Agreement"), among the Issuer, SCR-Sibelco NV, Unimin Corporation, nka Covia Holdings Corporation ("Covia"), Bison Merger Sub, Inc. ("Merger Sub") and Bison Merger Sub I, LLC ("Merger Sub LLC"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer as the surviving corporation and for the subsequent merger of Issuer with and into Merger Sub LLC with Merger Sub LLC as the surviving corporation and a wholly owned subsidiary of Covia. In the Merger, each share of Issuer Common Stock, par value $0.01 per share, was exchanged for (i) cash consideration equal to [$0.74] per fully diluted share (the "Cash Consideration") and (ii) 0.20 shares (the "Exchange Ratio") of voting common stock, par value $1.00 per share, of Covia ("Covia Common Stock").
- F3In accordance with the terms of the Merger Agreement, each restricted stock unit award of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was converted into (i) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Issuer Common Stock subject to such Issuer restricted stock award and (ii) a restricted share unit award of Covia with respect to the aggregate number of shares of Covia Common Stock equal to the product of the number of shares of Issuer Common Stock subject to such Issuer restricted stock unit award, multiplied by the Exchange Ratio, rounded up or down the nearest whole unit.